Contents

Plot

George speaks to Ben and his team about the Dagon when Azmuth comes and says that the sword was his, that he created it, and he wants it back. Azmuth tells Ben to take it so Ben transforms into Fasttrack and fights George with the help of Gwen and Kevin, but fails. Fasttrack then transforms into Humungousaur. After Sir George uses the power of his sword to transform Humungousaur back into his Ben, he creates a portal with his sword and leaves the cave.

Young Azmuth and Zennith

Ben demands that Azmuth tells him why he is making it look like he is involved with the Dagon and Forever Knight affair, so Azmuth teleports him, Ben, and the team to a volcano on Primus. The volcano erupts and the team runs away, however when the lava pours over them, Gwen remarks that they can't even feel it. Azmuth explains that he is immersing them in images and that they are like ghosts who can't be touched by anything or seen by anyone. Azmuth changes the environment to the laboratory where he used to work with his love, another Galvan named Zennith. Zennith walks in and speaks to Azmuth about spending some time outside the lab, so they go outside and have a picnic together. Azmuth speaks to Zennith about harnessing the primal forces of the universe, which she believes isn't right. Azmuth promises that he will try to view things her way as they gaze up at the night sky. Zennith points out a planetary system in perfect alignment which inspires Azmuth to create a sword.

Azmuth shows the sword to Zennith, but she disapproves saying that creating something with that much power is irresponsible. Azmuth goes on to create the sword anyway, but Zennith leaves him before he finishes it. Azmuth then tells Ben that the sword he created was later stolen by an unknown warrior who hoped to use the sword's power to unite the many warring factions of his homeworld. The result was the destruction of the Incursean planet.

Seeing the destruction he had caused, Azmuth tells them that he recovered the sword and hid it away, then dedicated himself to peaceful sciences, creating the Omnitrix as an apology for what he built and to Zennith.

George battling a giant Lucubra

However, he then immerses them in a scene of a primitive planet he had encountered in his studies. The planet is revealed to be Earth in the Middle Ages. Azmuth tells them that at this period in Earth's history, an extra-dimensional creature called the Dagon and his servants the Lucubra were invading Earth with hopes to conquer the entire dimension. Many knights had tried to stop the creatures, but had fallen under their mind control. Only the strongest knight, Sir George (who had somehow lived for 900 years) was able to defeat the Lucubra, but couldn't stop the Dagon. The invasion of the Dagon convinced Azmuth that the sword must be used again, so he presented the sword to Sir George as he was the only one worthy of wielding its power. George named the sword Ascalon and used it to cut out the Dagon's heart and stabbed the sword through it. The Dagon, however, would not die. So George cast it back into its own dimension, and sealed it in. The violence and gruesomeness of the scene causes Ben and the team to feel great discomfort, and Ben demands that Azmuth return them to the cave, which Azmuth does. Ben asks Azmuth what the trouble is with letting George kill the Dagon, but Azmuth tells him that the sword's power would corrupt George too and that they must stop him. He also points out that Dagon underestimated George the last time, and will not likely make the same mistake twice.

Ultimate Humungousaur battling Sir George

Gwen tracks down George using a piece of his hair that Kevin pulled out during their fight. Gwen finds him in Area 51, so the team go there. While Kevin and Gwen battle the Forever Knights guarding the area, Ben transforms into Humungousaur again, then transforms into Ultimate Humungousaur, to battle George alone. During their fight, George is able to relate to Ben by explaining how their heroic ability is both doubted, so Ben and George make an agreement that if George loses to Dagon, he will give Ben the sword. Ben and the team meet up at the cave again and he tells them what the compromise with George is.

The episode ends with Azmuth telling Ben that the reasons he created the Omnitrix were all true, but he didn't tell him that one of them was that he was hoping that Zennith would notice.

Villains

Aliens Used

Quotes

Young Azmuth: If you can't control something, you don't truly understand it.Xennith: I understand you, Azmuth, and I'm sure you're beyond anyone's control.

Azmuth: And there's no reason to prolong this foolishness, give me my sword.George: Not while the Dagon lives. If you want it you'll have to take it from me.Azmuth: You think I can't? I am Azmuth, creator of the Omnitrix, sculptor of worlds, smartest being in five galaxies, of course I can take it from you... Ben Tennyson, take it from him.Ben: You got it!Gwen: Ben, wait! Doesn't it seem a little-Ben: Azmuth is telling me to fight! Do you think I'm passing that up? (transforms into Fasttrack)Fasttrack: Fasttrack!

George: What? Let me go!Kevin: Make me old man.George: Respect your elders, stripling. And by the way, hair pulling? Seriously? You fight like a girl.Gwen: (attacking Sir George) Wrong! I fight like a girl.

Azmuth: Be careful, Ben Tennyson. You now know the stakes.Ben: Hey, I don't even bother getting out of bed in the morning unless the universe is on the line.

George: Tell me, young master Tennyson; how can you, who has yet to live a single lifetime, know better than I, who has lived a thousand?Ben: Azmuth has lived way more than that.George: Yes. And notice, he isn't here.Ben: Yeah, but guess who is! (transforms into Ultimate Humungousaur)Ultimate Humungousaur: Ultimate Humungousaur!George: Big. But I've slain bigger!

George: But mine have stood the test of time; mine have inspired millions! What will your legacy be? With what stars will you align? How many times have you known in your heart that your way is best? How many times have your plans been thwarted because the very people you're trying to help won't trust you?Ultimate Humungousaur: What do you want?George: To be left alone! So that I may destroy my ancient enemy!